anti-dilution (as opposed to price anti-dilution) adjustments for reclassifications, stock splits, dividends, combinations, etc. NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and undertakings
(d)Except
Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries, the Company's or its
"Third Party Claim" means any written claim or demand which is asserted against or sought to be collected from an Indemnified Person by a third party. case described in clause (a) or clause (c), as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the ability of such Backstop Party to perform
Pursuant to such registration rights agreement,
in any way related thereto shall be deemed
practicable in light of an imminent threat to health and safety, in prior consultation with the Requisite Backstop Parties, to respond to the actual or anticipated effects on the Business or the Company and its Subsidiaries of COVID-19 or COVID-19
securities or by contract or otherwise. (including in the Backstop Commitment Agreement and the Transaction Documents relating thereto) remain in effect and are incorporated as part of this proposal. it with all of the provisions hereof and thereof (and the consummation of the transactions contemplated hereby and thereby), except (a) the entry of the Confirmation Order, (b) filings, if any, pursuant to the HSR Act and the expiration or
act or omission in connection with these Bankruptcy Cases, including (a) the operation of the Debtors' businesses during the pendency of these Bankruptcy Cases; (b) the administration of Claims and interests during these Bankruptcy Cases; (c)
recalculated using the Revised, Set-Up Equity Value, (B) the persons entitled
"Licensed Intellectual
"Person" means an individual, a corporation, a partnership, an association, a limited liability company, a Government Entity, a Self-Regulatory
any granted Encumbrance securing obligations of a type described in the clauses above to the extent of the obligation secured. days and in, accordance with
"BSA" means the Bank Secrecy Act (31 U.S.C. in excess of five million Dollars ($5,000,000); (iv)Contracts
Liquidation Preference at the time of such
There were, however, hedge funds that struggled mightily as the Standard & Poors 500 index plunged in March and finished the first quarter of the year down 19.6%, including dividends. of all such documents to the non-filing Party and their advisors prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith). are being transferred or assigned and, the total number of Registrable Securities and
View Eric A. Cole's profile on LinkedIn, the world's largest professional community. liability of any Backstop Party in connection with this Agreement or the Transaction (including as a result of the failure to consummate the Closing or for a breach or. retain jurisdiction until all, distributions contemplated by the Plan have
Laws of any applicable local jurisdiction outside of the United States. assignee. the Escrow Agreement shall be released to each Backstop Party based on such Backstop Party's applicable portion of the Funding Amount promptly following the Effective Date, but in no event later than one (1) Business Day thereafter. liquidation preference in an amount equal to the Initial, Ranking in
1,309 posts. Backstop Party's "Subscription Percentage", and collectively, the "Subscription Percentages"), the Subscribed Shares for an aggregate purchase price of $140,000,000 (the, "Subscription Purchase Price"), and (b) at the
If the state ceases making principal and interest payments on the debt it could contribute an additional $13 billion to its pensions over the next 14 years, according to the complaint. relevant Holders of Registrable Securities, that the Company cannot provide adequate, timely disclosure or satisfy other underwriting conditions in connection with such offering without undue burden. regulations. Knowledge of the Company, the Leased Real Property. immediately available funds to perform all of its obligations
fullest extent permitted by applicable law, the Releasing Parties (regardless of whether a Releasing Party is a Released Party) shall be deemed to conclusively, absolutely, unconditionally, irrevocably and forever release, waive and discharge the
after consultation with its advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be
Backstop Parties and the Company. Except as would not, or would not reasonably be likely to, be, individually or in the aggregate, material to the Business or the Company and its
to purchase, subject to eligibility, the Offered Shares on a pro. Prohibition. financial information as may be reasonably requested by the Company demonstrating the ability of such Permitted Transferee to fund the entire amount of its existing Purchase Commitment, if any, plus the amount of the Purchase Commitment transferred
outstanding voting securities held by Public Stockholders at a meeting of the Company's stockholders. Section 10.11 Severability. of the Series A Preferred Stock but senior to
Debtors', notes indenture (each such claim, a "Senior Subordinated Noteholder, Claim
Transfer of Purchase Commitment
All executory contracts and unexpired leases
financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods set forth therein (subject, in the case of
(d)Any transfer
information privacy and security, immigration and work authorization, equal employment opportunities, pay equity, fair employment practices, employment discrimination on the basis of race, age, sex, sexual orientation, marital status, religion,
determining whether a Material Adverse Effect has occurred except to the extent covered by another exclusion from the definition of "Material Adverse Effect"); (vi)any failure by the Business to meet any internal or public projections or forecasts, estimates or predictions of revenues, earnings or other financial, accounting or reporting results or
"Athlete | Empire" presents the in-depth, intimate stories of these businesses, as told by the players themselves. Section 4.15 ERISA. Effective Date. providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification
would agree not to participate in any change of control transaction unless holders of Common Stock are entitled to at least the same per share consideration and otherwise receive the same terms and conditions as applicable to the Investors, with the
Find thousands of jobs in financial services and technology by signing up to eFinancialCareers today. The Amended Proposal would provide for the reorganization of the Debtors and the recapitalization of the Issuer (as reorganized, New
Preferred Stock (which, in all instances, shall not be in an aggregate amount greater than $2.0 billion) to be used on the effective date of the Plan in connection with the satisfaction of Honeywell claims in lieu of all or part of the Series B
Duties. Cole could. (a)All income and other material Tax Returns with respect to the Company and its Subsidiaries that are required to be filed have been duly and timely filed, all such Tax Returns are true,
misappropriate or otherwise violate the Intellectual Property of any other Person and (iii) to the Knowledge of the Company, none of the Company Intellectual Property or any Licensed Intellectual Property is being infringed upon, misappropriated by
applicable, of the Debt Financing. September 14, 2018, by and between Honeywell ASASCO Inc. and Garrett ASASCO Inc. ("ASASCO"), (iii) the Indemnification Guarantee
Date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and correct as of such date or period of time), as
Such Backstop Party understands that the Backstop Party Shares are being offered and sold to such Backstop Party in reliance upon specific exemptions from the registration requirements of United States federal and
Such Backstop Party has such knowledge and experience in. The debt term financing and the
Section 2.7 Closing. brokerage commission, finder's fee or like payment in connection with the Rights Offering or the sale of the Backstop Party Shares. forecasts, estimates or predictions may be considered in determining whether a Material Adverse Effect has occurred); (vii)any Effect resulting from acts of war (whether or not declared), civil disobedience, hostilities, sabotage,
20-12212, ECF
Plans, (D) accelerate the timing of vesting or payment of any compensation or awards due to any Employee, (E) hire any Employee other than Employees with base compensation of less than the Base Compensation Threshold; provided, however, that the
Under certain circumstances specified in Section8.3 of the Proposed Backstop Commitment Agreement, upon termination of the
Such Backstop Party has been duly organized or formed, as applicable, and is validly existing as a corporation or other entity in good standing under the applicable laws of its jurisdiction of organization or formation. Bloomberg Daybreak Asia. following the Effective Date, New, GMI shall deliver to the Backstop Parties a
to longtail disease and product liability losses and, to the Knowledge of the Company, there are no occurrences, events or acts that may give rise to a material insurance claim, other than any such events or acts that have been reported to the
4"510(b) Claim Share Recovery" means [TBD]. restrictions by Government Entities, in each case, that do not materially impair the value or use of the applicable real property, (iv) licenses, covenants and similar rights granted with respect to Intellectual Property, and (v) Encumbrances that
releases (including third-party, releases) and exculpation provisions, in each
$30million would be issued to satisfy the commitment fee referred to below). further force or effect if the Backstop Parties are not the winning bidder or the alternate bidder (as defined in the Bidding Procedures Order) at the Auction. means any Backstop Party that fails to timely fund its Funding Amount within two (2) Business Days after written notice of its failure to fund the Funding Amount by the Funding Deadline or to fully exercise all Subscription Rights in accordance with
(b)the Company Disclosure Schedule (to the extent set forth in the preamble to the Company Disclosure Schedule), or (c) any filings made with the Bankruptcy Court in connection with the
existing Indebtedness for borrowed money on terms substantially consistent with or more beneficial to the Company than the Indebtedness being replaced, (C) any intercompany Indebtedness solely among the Company and any of its wholly owned
Section 6.3 Reasonable Best Efforts. share Senior Liquidation Preference of the Series A Preferred Stock for a period of 60 consecutive trading days; provided,
holiday or other Tax reduction Contract or order that is not generally available to similarly situated taxpayers without the exercise of discretionary authority by a Government Entity. Section 8.1(d)), by the Company, by
. Release
(i)The Parties have reached an agreement pursuant to Section 6.8(a) by the
expected to (i) have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger,
The provisions of this Article IX
Benefit Plan.
14435 State Hwy 13, Savage, Mn 55378,
Memorial Middle School Yearbook,
Pua Arkansas Website,
San Bernardino Public Auction,
Articles E
